NEW YORK, Nov. 20, 2018
NEW YORK, Nov. 20, 2018 /PRNewswire/ -- The Board of Directors of Nielsen Holdings plc (NYSE: NLSN) today announced that David Kenny will join the company as Chief Executive Officer effective December 3, 2018. David will also join Nielsen's Board of Directors. David joins Nielsen from IBM, where he led IBM's Cognitive Solutions business.
"The Board is delighted to announce David's appointment," said James Attwood, Executive Chairman of Nielsen. "His decades of experience in Big Data, artificial intelligence, cloud technologies, and media make him perfectly suited to lead Nielsen at this critical time. Having spent a substantial portion of his career working in the advertising world, he has a deep and holistic understanding of advertisers and how best to serve them, and he has a proven track record of implementing growth strategies, overseeing strategic transactions and creating value for stakeholders. His multi-disciplinary background and history of success make him a great fit for this position. The Board looks forward to David's participation in the ongoing strategic review as we work to enhance shareholder value."
"Nielsen is uniquely placed at the intersection of marketing data and technology. In today's era of fast moving, ever changing consumers and markets, it is this combination that drives businesses forward," explained Kenny. "I'm thrilled to join this industry-leading company at this point in time, when so much is possible."
Most recently, Kenny served as Senior Vice President of Cognitive Solutions at IBM, where he led IBM's AI platform and portfolio. He was also responsible for developing IBM Watson and their cloud platform. Previously, Kenny was Chairman and Chief Executive of The Weather Company, joining IBM after their acquisition of The Weather Company's Product and Technology Business. He previously was President of cloud service provider Akamai and served as Co-Managing Partner at Publicis' VivaKi. He also co-founded and served as Chairman and CEO of digital marketing agency Digitas continuing to lead the company after overseeing its sale to Publicis Groupe. Prior to Digitas, he was a Partner at Bain & Company.
Kenny succeeds Mitch Barns who, as previously announced, is retiring from the company on December 31 after 22 years. The Board thanks him for his dedicated service and leadership.
Kenny serves on the Board of Directors of Best Buy and Teach for America. He holds an MBA from Harvard Business School and a bachelor's degree from the GM Institute (now Kettering University).
The Board of Directors is continuing with its previously announced strategic review, led by James Attwood, Executive Chairman of the Board. This includes a broad review of strategic alternatives for the entire company and its businesses. The strategic review could result in a broad range of alternatives, including continuing to operate as a public, independent company; a separation of either Nielsen's Watch or Buy segments; or a sale of the entire company. The Board of Directors continues to work expeditiously with our team of expert outside advisors, including JP Morgan Securities LLC, Guggenheim Securities LLC, and Wachtell, Lipton, Rosen & Katz and will provide further updates as appropriate.
The language included in the Form 8-K that has been filed in connection with this announcement follows below.
Nielsen Holdings plc (NYSE: NLSN) is a global measurement and data analytics company that provides the most complete and trusted view available of consumers and markets worldwide. Our approach marries proprietary Nielsen data with other data sources to help clients around the world understand what's happening now, what's happening next, and how to best act on this knowledge. For more than 90 years Nielsen has provided data and analytics based on scientific rigor and innovation, continually developing new ways to answer the most important questions facing the media, advertising, retail and fast-moving consumer goods industries. An S&P 500 company, Nielsen has operations in over 100 countries, covering more than 90% of the world's population. For more information, visit www.nielsen.com
Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
On November 16, 2018, Nielsen Holdings plc (the "Company") appointed David Kenny as Chief Executive Officer of the Company, effective December 3, 2018, at which time Mr. Kenny will also become a member of the Board of Directors of the Company (the "Board"). Mr. Kenny and the Company entered into a letter agreement (the "Letter Agreement"), dated November 16, 2018, setting forth the key terms of Mr. Kenny's employment with the Company.
Mr. Kenny, age 57, has most recently served as Senior Vice President of Cognitive Solutions at IBM. Previously, Mr. Kenny served as Chairman and Chief Executive of The Weather Company, joining IBM after its acquisition of The Weather Company's Product and Technology Business. Prior to The Weather Company, Mr. Kenny was President of Akamai, the cloud service provider, and the co-founder, Chairman and CEO of the digital marketing agency Digitas, which was a Nasdaq listed company before its sale to Publicis Groupe in 2007. Mr. Kenny began his career as a consultant at Bain & Company, where he rose to the Partner level.
Mr. Kenny serves on the Board of Directors of Best Buy Co., Inc. and Teach for America. He holds an MBA from Harvard Business School and a bachelor's degree from the GM Institute (now Kettering University).
The Company also announced that Mitch Barns will step down from the Board and as Chief Executive Officer of the Company on December 3, 2018. Mr. Barns will remain at the Company until December 31, 2018 to assist Mr. Kenny's transition.
The table below describes key terms of the Letter Agreement. The "make-whole" awards described below replace awards of equivalent current value that Mr. Kenny forfeited upon leaving IBM to join the Company. The Performance Option, the Cliff Vesting RSUs and the Premium Option awards described below are awards that the Company agreed to make to Mr. Kenny in order to attract and retain an executive of his unique caliber and experience.
Chief Executive Officer and Member of the Board
Annual Bonus Target
Make-Whole Restricted Stock Units ("RSUs")
487,505 Company RSUs ("Make Whole RSUs") vesting in three equal annual installments on December 31, 2019, 2020, and 2021, subject to continued employment through the applicable vesting date.
Option to purchase 367,031 shares of Company common stock ("Performance Option"), with a seven-year term and an exercise price equal to the closing price of Company common stock on the first day of Mr. Kenny's employment with the Company, vesting ratably on December 3, 2019, 2020 and 2021, subject to (1) continued employment through the applicable vesting date, and (2) the shares of Company common stock having a closing market price of at least $32.24 for at least twenty-one consecutive trading days prior to December 31, 2021 ("PSO Performance Goal").
Cliff Vesting RSUs
54,285 RSUs ("Cliff Vesting RSUs") cliff vesting on December 3, 2021, subject to continued employment through the vesting date.
Premium Priced Stock Option
Option to purchase 750,000 shares of Company common stock ("Premium Option"), with a seven-year term and a $40 per share exercise price, vesting ratably on December 3, 2019, 2020 and 2021, subject to continued employment through the applicable vesting date.
2019 Long-Term Incentive Awards
Subject to approval by the Compensation Committee of the Board (the "Committee") and Mr. Kenny's continued employment through the applicable grant date, in February, 2019, the Committee will grant to Mr. Kenny:
Equity Award Treatment Upon a Qualifying Termination of Employment
The applicable award agreements will provide that in the event of a termination without Cause or for Good Reason (a "Qualifying Termination"):
Equity Award Treatment Upon a Change in Control
In the event of a change in control of the Company, treatment of Mr. Kenny's Company equity awards will be governed by Section 10 of the Amended and Restated Nielsen 2010 Stock Incentive Plan.
Make Whole Cash Retention Award
$2,500,000 payable in February, 2019 to compensate Mr. Kenny for the loss of a cash retention award from IBM, subject to continued employment through the applicable payment date.
Make Whole Annual Incentive Payment
$1,500,000 payable promptly following Mr. Kenny's start date to compensate Mr. Kenny for the loss of the 2018 annual incentive payout from IBM. If Mr. Kenny resigns voluntarily without Good Reason or is terminated for Cause within one year of receiving the payment, Mr. Kenny must repay the amount in full.
Severance Policy for Section 16 Officers ("Severance Policy")
Mr. Kenny will participate in the Nielsen Holdings plc Severance Policy for Section 16 Officers and United-States-Based Senior Executives. Under the Severance Policy, upon a termination of employment without Cause or for Good Reason, and subject to execution of a separation agreement including customary restrictive covenants and a release of claims, Mr. Kenny is entitled to:
Definitions of Cause and Good Reason
For purposes of the Letter Agreement and Mr. Kenny's rights upon a Qualifying Termination, Good Reason and Cause shall have the meanings ascribed to such terms in the Severance Policy, except that Good Reason shall also include the following items:
The Make Whole Award, the Performance Option, the Cliff Vesting RSUs and the Premium Option will be granted outside of the Amended and Restated Nielsen 2010 Stock Incentive Plan pursuant to New York Stock Exchange Listing Rule 303A.08.